EXHIBIT H-3

SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-         ; 70-8511)

SYSTEM ENERGY RESOURCES, INC., ET AL.



(DATE)

          Entergy Corporation ("Entergy"), P. O. Box 61005, New

Orleans, Louisiana 70161, a registered holding company, and its

subsidiary companies System Energy Resources, Inc. ("SERI")

Echelon One, 1340 Echelon Parkway, Jackson, Mississippi  39213;

Entergy Arkansas, Inc. ("Entergy Arkansas"), P. O. Box 551,

Little Rock, Arkansas  72203; Entergy Louisiana, Inc., ("Entergy

Louisiana"), 639 Loyola Avenue, New Orleans, Louisiana  70113;

Entergy Mississippi, Inc. ("Entergy Mississippi"), P. O. Box

1640, Jackson, Mississippi  39205; and Entergy New Orleans, Inc.,

("Entergy New Orleans" and together with Entergy Arkansas,

Entergy Louisiana, and Entergy Mississippi, "Operating

Subsidiaries"), 639 Loyola Avenue, New Orleans, Louisiana  70113,

have filed a post-effective amendment to their application-

declaration pursuant to Sections 6(a), 7, 9(a), 10, 12(b) and

12(d) of the Act and Rules 44, 45 and 54 thereunder.

          By orders dated April 7, 1995 (HCAR No. 26269), May 9,

1995 (HCAR No. 26287), August 18, 1995 (HCAR No. 26358), and

August 27, 1996 (HCAR No. 26561) (collectively the "Orders"), the

Commission authorized SERI, from time to time through December

31, 2000, to (a) issue and sell one or more series of its first

mortgage bonds ("Bonds") and one or more series of its debentures

("Debentures") in an aggregate principal amount not to exceed

$540 million, (b) enter into arrangements for the issuance and

sale of tax-exempt revenue bonds ("Tax-Exempt Bonds") in an

aggregate principal amount not to exceed $350 million, (c) issue

and pledge one or more new series of its first mortgage bonds

("Collateral Bonds") in an aggregate principal amount not to

exceed $395 million as security for the Tax-Exempt Bonds, and (d)

obtain one or more irrevocable Letters of Credit for an aggregate

amount up to $395 million, in order to obtain a more favorable

rating on series of Tax-Exempt Bonds.  Pursuant to a

Reimbursement Agreement, SERI will reimburse the issuer of the

related Letter of Credit for any amount drawn on that Letter of

Credit, within a period not to exceed sixty months following the

date of the draw.  Interest on unreimbursed amounts will not

exceed 200 basis points over the New York prime rate as published

in the Wall Street Journal.  Each Reimbursement Agreement will

require the payment by SERI of up-front fees not to exceed 1%,

and annual fees not to exceed 1-1/4%, of the face amount of the

related Letter of Credit.

          SERI proposes to increase its authorization to incur

obligations in connection with the issuance and sale of one or

more series of Bonds and/or Debentures in a combined aggregate

principal amount not to exceed $685 million, and the issuance and

sale of Tax-Exempt Bonds to an aggregate principal amount not to

exceed $515 million.  All other terms and conditions authorized

in the Orders will remain.  These terms and conditions include,

inter alia, assignments by SERI of conditional rights held by

SERI under certain agreements entered into among SERI, Entergy

and the Operating Subsidiaries as additional security for the

holders of any series of Bonds or in connection with the issuance

of Tax-Exempt Bonds, and the issuance and pledge of Collateral

Bonds as security for Tax-Exempt Bonds.

          The application-declaration and any amendments thereto

are available for public inspection through the Commission's

Office of Public Reference.  Interested persons wishing to

comment or request a hearing should submit their views in writing

by [_______, 1998], to the Secretary, Securities and Exchange

Commission, Washington, D.C. 20549 and serve a copy on the

applicants-declarants at the addresses specified above.  Proof of

service (by affidavit or, in the case of an attorney-at-law, by

certificate) should be filed with the request. Any request for

hearing shall identify specifically the issues of fact or law

that are disputed.  Any person who so requests will be notified

of any hearing, if ordered, and will receive a copy of any notice

or order issued in this matter.  After said date, the application-

declaration, as filed or as it may be amended, may be granted and

permitted to become effective.

          For the Commission, by the Division of Investment

Management, pursuant to delegated authority.



                                 
                                 _______________________
                                        Secretary